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TMI Blog2013 (5) TMI 709X X X X Extracts X X X X X X X X Extracts X X X X ..... nto at the time of passing of final order in the three appeals after hearing learned counsel for the parties. 2. With the consent of the parties all the three appeals have been heard together as they involve common questions of law and fact. Appeal no.16 of 2013 has been filed by Sunday Exports Limited, a company listed on the Bombay Stock Exchange Ltd. (BSE) against order dated November 01, 2012 imposing a penalty of Rs. 2,00,000/- by the learned Adjudicating Officer of the respondent Board under section 15-I(2) of the Securities and Exchange Board of India Act, 1992 (the Act) read with Rule 5 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005. In fact a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... peals are that the Board conducted investigations in the dealings in the scrip of the company for the period from April 15, 2010 to July 21, 2010. The said investigation revealed that the company had not framed the Model Code of Conduct for prevention of Insider Trading prior to November 25, 2010 as prescribed under section 12(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (referred to hereinafter as PIT Regulations). It was also noticed that the company approved the unaudited accounts for the quarter ending June 2010 in the meeting held on July 06, 2010 but submitted the said approved quarterly reports to Bombay Stock Exchange Limited vide letter dated July 07, 2010. The letter ultimatel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Corporate Disclosures Practice For Prevention of Insider trading. 7. In the above circumstances, the Board appointed Shri P.K. Kuriachen as the learned Adjudicating Officer in the whole matter by order dated May 03, 2012. He issued two show cause notices dated May 30, 2012 to the appellants in Appeals no. 16 and 17 of 2013 respectively to show cause as to why an inquiry should not be held against them as per law for the alleged violations. In the matter of Appeal no.18 of 2013 separate show cause notices dated June 21 and 22, 2012 were issued to Appellants no.3, 4 and 5; and to Appellants no. 1 and 2 respectively. From the record it appears that appellant in Appeal no.16 of 2013 filed its reply dated June 12, 2012 to the show cause not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons. Turning to Appeal no.18 of 2013 it is noted that the learned Adjudicating Officer held Appellants no.1, 3 and 4 guilty of violating clause 1.2 of the Code of Conduct as specified under Part A of Schedule I read with Regulation 12(1) and 12(3) of the PIT Regulations. The learned Adjudicating Officer also found that a profit of Rs. 3015/- was earned by Appellant no.2 and a profit of Rs. 1,07,868/- was earned by Appellant no.5 by purchasing/selling shares under the unpublished price sensitive information period. The learned Adjudicating Officer, however, gave benefit of doubt in the matter of violation of section 12A(a), (b) and (c) of the Act read with Regulation 3(a), (b), (c) and (d), 4(1) and 4(2)(e) of the Securities and Exchange Boa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... within 15 minutes is a crucial provision binding on the company and the same is having an underlying object which can only be achieved by quick communication of the said decision by the company to the Stock Exchange. The appellant can have very well conveyed the said decision by way of fax or e-mail etc. within 15 minutes so as to avert the possibility of being misused the sensitive information in question. In view of this, the three impugned orders are upheld. 12. However, taking into consideration the totality of facts and circumstances and also the mitigating factors explained by the learned senior counsel for the appellant in the matter, the Tribunal is inclined to take a lenient view in the matter of quantum of penalty. It is submitt ..... X X X X Extracts X X X X X X X X Extracts X X X X
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